{"url_path":"/sec/pphc/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1903508/0001628280-26-035076-index.html","accession_number":"0001628280-26-035076","cik":"0001903508","ticker":"PPHC","issuer_name":"Public Policy Holding Company, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903508/0001628280-26-035076-index.html","primary_entity_key":"0001903508","primary_entity_name":"Public Policy Holding Company, Inc."},"word_count":526,"has_tables":true,"body_markdown":"ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES\n\nOn January 1, 2026, we issued 6,579 shares of common stock to a seller as initial consideration for the acquisition of the assets of B. Shaw Communications, LLC, in reliance on the exemption provided in Rule 506(c) under the Securities Act.\n\nOn March 5, 2026, we issued 10,000 shares of common stock to an employee under the Omnibus Incentive Plan for services to the Company in reliance on the exemption provided in Rule 701 under the Securities Act.\n\nUse of Proceeds\n\nOn January 29, 2026, the Company consummated its 2026 U.S. IPO of 4,150,000 shares of the Company’s common stock, comprising of 3,400,000 newly issued shares of common stock and 750,000 shares of existing common stock (together the “Shares”) sold by, respectively, the Company and certain shareholders of the Company (the “Selling Shareholders”). The Shares were sold at a price of $12.25 per Share, generating gross proceeds to the Company of $41.7 million and gross proceeds to the Selling Shareholders of $9.2 million. On March 2, 2026, the Company announced the issue of 342,500 new shares of common stock, pursuant to the partial exercise of the over-allotment option granted to the underwriters in connection with the Company's 2026 U.S. IPO and admission to the Nasdaq Global Market in January 2026.\n\nIn connection with the 2026 U.S. IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”), dated January 27, 2026, by and among the Company, the selling shareholders listed therein and Oppenheimer & Co. Inc. and Canaccord Genuity LLC, as representative of the underwriters, a form of which was previously filed as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-290834) initially filed with the SEC on October 10, 2025, and subsequently amended (as amended, the “Registration Statement”). The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, certain other obligations of the parties and termination provisions.\n\nThe gross proceeds to us from the sale of shares of our common stock in our 2026 U.S. IPO was $45.8 million. This is calculated based on the initial public offering price of $12.25 per Share and includes the gross proceeds received by us from the underwriters’ exercise of their over-allotment option to purchase additional shares.\n\nWe received net proceeds from the 2026 U.S. IPO of approximately $36.0 million (including shares sold upon the underwriters' partial exercise of their over-allotment option), after deducting underwriting discounts of $3.0 million and offering expenses of $6.9 million. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.\n\nWe intend to use the proceeds to the Company from our 2026 U.S. IPO to fund working capital and for general corporate purposes, potentially including future acquisitions of new portfolio companies. We did not receive any proceeds from the sale of common stock by the selling shareholders.\n\nRepurchases\n\n36\n\nNone."}